Quiero saber acerca de...

Federal Register / Vol. 86, No. 186 / Wednesday, September 29, 2021 / Notices to their common members. Under paragraph c of Rule 17d2, the Commission may declare such a plan effective if, after providing for appropriate notice and opportunity for comment, it determines that the plan is necessary or appropriate in the public interest and for the protection of investors, to foster cooperation and coordination among the SROs, to remove impediments to, and foster the development of, a national market system and a national clearance and settlement system, and is in conformity with the factors set forth in Section 17d of the Act. Commission approval of a plan filed pursuant to Rule 17d2
relieves an SRO of those regulatory responsibilities allocated by the plan to another SRO.
II. The Plan On January 8, 2009, the Commission declared effective the Plan entered into between FINRA and the Boston Stock Exchange, Incorporated n/k/a Nasdaq BX, Inc. BX for allocating regulatory responsibility pursuant to Rule 17d2.11 The Plan is intended to reduce regulatory duplication for firms that are common members of FINRA
and BX by allocating regulatory responsibility with respect to certain applicable laws, rules, and regulations that are common among them. Included in the Plan is an exhibit that lists every BX rule for which FINRA bears responsibility under the Plan for overseeing and enforcing with respect to BX members that are also members of FINRA and the associated persons therewith Certification.

lotter on DSK11XQN23PROD with NOTICES1

III. Proposed Amendment to the Plan On September 2, 2021, the parties submitted a proposed amendment to the Plan Amended Plan. The primary purpose of the Amended Plan is to allocate surveillance, investigation, and enforcement responsibilities for Rule 14e4 under the Act, to reflect the name change of Boston Stock Exchange, Incorporated to Nasdaq BX, Inc., and to add Nasdaq as a Participant to the Plan.12 The text of the proposed Amended Plan, which replaces and supersedes the current Plan in its entirety, is as follows:

11 See Securities Exchange Act Release No. 59218
January 8, 2009, 74 FR 2143 January 14, 2009.
12 The Amended Plan replaces and supersedes the agreement between FINRA and Nasdaq. See Securities Exchange Act Release No. 54136 July 12, 2006, 71 FR 40759 July 18, 2006.

VerDate Sep<11>2014

18:22 Sep 28, 2021

Jkt 253001

Agreement Between Among Financial Industry Regulatory Authority, Inc., The NASDAQ Stock Market LLC and Boston Stock Exchange, Incorporated NASDAQ
BX, Inc. Pursuant to Rule 17d2 Under the Securities Exchange Act of 1934
This Agreement, by and betweenamong the Financial Industry Regulatory Authority, Inc. FINRA, The Nasdaq Stock Market LLC Nasdaq and Boston Stock Exchange, IncorporatedNasdaq BX, Inc. BX, is made this 5th 30th day of DecemberAugust, 20082021 the Agreement, pursuant to Section 17d of the Securities Exchange Act of 1934 the Exchange Act and Rule 17d2 thereunder, which permits agreements between selfregulatory organizations to allocate regulatory responsibility to eliminate regulatory duplication. FINRA, Nasdaq and BX may be referred to individually as a party and together as the parties.
This Agreement amends and restates the agreement entered into between FINRA and BX on December 5, 2008, entitled Agreement between Financial Industry Regulatory Authority, Inc. and Boston Stock Exchange, Incorporated pursuant to Rule 17d2 under the Securities Exchange Act of 1934, and any subsequent amendments thereafter and the agreement entered into between FINRA and Nasdaq approved by the SEC on July 12, 2006, entitled Agreement between the National Association of Securities Dealers, Inc. and The Nasdaq Stock Market LLC Pursuant to Section 17d and Rule 17d2, and any subsequent amendments thereafter.
Whereas, FINRA, Nasdaq and BX desire to reduce duplication in the examination, of their DualCommon Members as defined herein and in the filing and processing of certain registration and membership records;
and Whereas, FINRA, Nasdaq and BX desire to execute an agreement covering such subjects pursuant to the provisions of Rule 17d2
under the Exchange Act and to file such agreement with the U.S. Securities and Exchange Commission the SEC or Commission for its approval.
Now, therefore, in consideration of the mutual covenants contained hereinafter, FINRA, Nasdaq and BX hereby agree as follows:
Definitions. Unless otherwise defined in this Agreement or the context otherwise requires, the terms used in this Agreement shall have the same meaning as they have under the Exchange Act and the rules and regulations thereunder. As used in this Agreement, the following terms shall have the following meanings:
a Nasdaq Rules, BX Rules or FINRA
Rules shall mean: i The rules of Nasdaq, ii the rules of BX, or iii the rules of FINRA, respectively, as the rules of an exchange or association are defined in Exchange Act Section 3a27.
b Common Rules shall mean Nasdaq Rules and BX Rules that are substantially similar to the applicable FINRA Rules and certain provisions of the Exchange Act and SEC rules set forth on Exhibit 1 in that examination for compliance with such provisions and rules would not require
PO 00000

Frm 00056

Fmt 4703

Sfmt 4703

53997

FINRA to develop one or more new examination standards, modules, procedures, or criteria in order to analyze the application of the provision or rule, or a DualCommon Members activity, conduct, or output in relation to such provision or rule; provided, however, Common Rules shall not include the application of the SEC, Nasdaq, BX or FINRA rules as they pertain to violations of insider trading activities, which is covered by a separate 17d2 Agreement by and among the American Stock Exchange, LLC, BATS
Exchange, Inc., Boston Stock Exchange, Inc., CBOE Stock Exchange, LLC, Chicago Stock Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange, LLC, NYSE Arca Inc., NYSE Regulation, Inc., and Philadelphia Stock Exchange, Inc. Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., Chicago Stock Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., MEMX, LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, The Nasdaq Stock Market LLC, NYSE National, Inc., New York Stock Exchange LLC, NYSE American LLC, NYSE
Arca, Inc., Investors Exchange LLC and LongTerm Stock Exchange, Inc. approved by the Commission on October 17, 2008September 23, 2020. Common Rules shall not include any provisions regarding: i Notice, reporting or any other filings made directly to or from Nasdaq or BX; ii incorporation by reference of other Nasdaq or BX Rules that are not Common Rules; iii exercise of discretion in a manner that differs from FINRAs exercise of discretion including, but not limited to exercise of exemptive authority by Nasdaq or BX; iv prior written approval of Nasdaq or BX; and v payment of fees or fines to Nasdaq or BX.
c DualCommon Members shall mean those members of FINRA and a member of at least one of Nasdaq or BX members that are also members of FINRA and the associated persons therewith.
d Effective Date shall have the meaning set forth in paragraph 1413.
e Enforcement Responsibilities shall mean the conduct of appropriate proceedings, in accordance with FINRAs Code of Procedure the NASD Rule 9000
Series and other applicable FINRA
procedural rules, to determine whether violations of Common Rules have occurred, and if such violations are deemed to have occurred, the imposition of appropriate sanctions as specified under FINRAs Code of Procedure and sanctions guidelines.
f Regulatory Responsibilities shall mean the examination responsibilities and Enforcement Responsibilities relating to compliance by the DualCommon Members with the Common Rules and the provisions of the Exchange Act and the rules and regulations thereunder, and other applicable laws, rules and regulations, each as set forth on Exhibit 1 attached hereto. The term Regulatory Responsibilities shall also include the surveillance, investigation and Enforcement Responsibilities relating to compliance by Common Members with Rule 14e4 of the Securities Exchange Act Rule
E:FRFM29SEN1.SGM

29SEN1